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l� . � �- � <br /> Assignor owns at least fifty percent (50°/a) interest in joint venture, limited liability, <br /> company, partnership or corporation at its formation; and 3) Assignor retains primary <br /> responsibility for development of the Project Site. <br /> C. Assignor desires to assign its interest in the DDA to Assignee. Further, <br /> Assignee desires to accept assignment of Assignor's interest in the DDA and <br /> City/Agency has agreed to approve the assignment of the interest in the DDA from <br /> Assignor to Assignee. <br /> D. Following the assignment of the DDA to Assignee, Assignor will retain <br /> primary responsibility for the development of the Project 5ite as that tertn is defined in <br /> the DDA, subject however to Assignee's right to replace Assignor as the developer <br /> under and in accordance with the terms of the DDA. <br /> NOW THEREFORE, incorporating the above recitats and in consideration of the <br /> covenants and obligations set forth herein, the parties hereto agree as follows: <br /> 1. Assiqnment. Assignor hereby assigns to Assignee all of Assignor's rights <br /> and obligations in the Project Site and in the DDA. <br /> 2. Assumption. Assignee hereby assumes all of Assignor's rights and <br /> obligations in the Project Site and in the DDA. <br /> 3. Citv/Aqencv Aoproval. City/Agency hereby approves the assignment of <br /> all of Assignors rights and obligations in the Project Site and in the DDA to Assignee. <br /> 4. General Terms and Conditions. The following general terms and <br /> conditions shall apply to this Assignment Agreement. <br /> 4.1 Counter�arts. This Assignment Agreement may be executed in <br /> counterparts, each of which shall be deemed an original, but all of which, together, shail <br /> Atty/AgdAgr.180 z <br /> 042004 <br />